


Walk a Mile in Someone's Shoes

by JacobDMercer



Category: Ben 10 Series, The Walking Dead (Telltale Video Game)
Genre: Action/Adventure, Alternate Universe, F/M, Horror, Romance, Science Fiction
Language: English
Status: In-Progress
Published: 2020-08-23
Updated: 2020-12-23
Packaged: 2021-03-06 21:28:46
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 2
Words: 7,822
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26055736
Author URL: https://archiveofourown.org/users/JacobDMercer/pseuds/JacobDMercer
Summary: "Walk a mile in someone's shoes." These were the words Azmuth kept in his head as he built the Omnitrix, a device capable allowing it's user to transform into different alien species. His goal was to make a device that would allow peace and understanding, by allowing it's user to live the life of a separate species for a time. As a Galvan, he assumes that he has thought of everything. He was wrong. He failed to understand it's capacity as a weapon too late, as the Warlord Vilgax was immediately after the Omnitrix during it's transport. With no other choice, he launches his latest creation to the nearest planet. A planet infested with the dead. A planet whose dominant species now struggle to survive in a world gone to hell. But Azmuth and Vilgax's actions unknowingly turn the tide for a particular group, as the weapon falls into the hands belonging to the kind soul of Lee Everett. A man trying to right the wrongs of the past in a world that takes more wrongs than rights to survive. But no matter what, Lee will do whatever it takes to protect those closest to him. For the group.For Carly.For Clementine.Begins during S1E2 of Telltale's the Walking Dead.Also on Fanfiction.Net and DeviantArt
Relationships: Carley/Lee Everett, Katjaa/Kenny (Walking Dead)
Comments: 5
Kudos: 18





	1. Chapter 1

**Author's Note:**

> A/N: Now, I know how this idea might sound to some people, especially since most fics like this focus on a kid, not an adult, but I love the character of Lee Everett and a show I used to always watch as a kid was Ben 10. Eventually I couldn't stop thinking about what would've happened if Lee had gotted the Omnitrix during the first season of the show. Now, one thing I will say is that most of the human characters of Ben 10 probably won't be in this fic, except for maybe Kevin. Other than that, most of the alien allies and enemies, such as Tetrax and Vilgax, will be in this story. One last thing, I'm substituting Ripjaws for Humungosaur, because they do not hang around water enough and Humongousaur my favorite alien. Anyway, the story is literally going to be Lee throughout Season 1 (From the second episode) and Season 2 with the Omnitrix.

Lee Everett sighed as he stood out of his cover, recent arrival Mark not far behind. He had just split a walker's head open with an axe, only to find out that it was chowing down on the rabbit he and Mark were hunting.

"Dammit." Lee said dejectedly as he and Mark walked out of the bush.

"Not again." Mark sighed, relaxing his hold on the sniper rifle in his hands. "It's getting harder and harder to find food."

"No shit. It seems like the food you had with you went away in a few days." Lee remarked as he and Mark started walking again.

"I know. I could really use a burger right now." Mark commented as they trekked across the forested floor. He turned to look at Lee. "You think Kenny's having better luck than us?"

"I hope so. We had been on that rabbit's trail for hours." Lee responded.

"Yeah. I hope we do find something, because it's getting hard to listen to Kenny and Lilly."

"Lilly's controlling. Kenny will do what's right in the end." Lee said with faith, believing his words fully. Kenny was hot headed at times, but he knew what to do, and his heart was in the right place.

"Yeah." Mark agreed. "Y'know, I think she's been sneaking some extra food for her father." He remarked, looking at Lee for his input. Lee nodded.

"It wouldn't surprise me."

"What's that guy's problem anyway? It seems that he has a problem with you in particular."

"He thinks I'm gonna get everyone in the group killed." Lee explained. Mark shook his head.

"He's gonna get everyone killed. Not you." Mark said firmly. "Didn't he punch you in the face once?"

"Knocked me flat." Lee admitted. Mark sighed.

"He's the problem, not you." Mark reinforced his point. His eyes widened and he hushed Lee, spotting a bird sitting on a branch

"Think you can hit it?" Lee asked to be sure.

"I wouldn't try if I didn't think I could." Mark said with confidence. Everything was silent as Mark lined up his shot, before a loud boom sounded out as he hit the bird dead on. "Yes!"

"Way to go, Mark." Lee congratulated as the two approached the bird. Lee picked the animal up and put it in his pocket. The bird was small, but was food. Before the two could attempt another hunt, Lee spotted something he hadn't seen in awhile, especially in the day time: A shooting star. "Hey Mark, look at that." He said, pointing at the flaming object in the sky. Mark's eyes widened.

"Well ain't that something? I never thought I would see a shooting star before, especially not since shit hit the fan." Mark remarked. They both continued to stare at it, before Mark's eyes widened as he realized that the object was heading straight in their direction. Mark quickly jumped into Lee both of them tumbling to the ground as he pushed him out of the way. Only seconds after, a large metal sphere crashed into the ground, carving a groove into it

"What is it?" Lee asked as the two weary men stood to their feet. They both jumped as the sphere hissed, before a section slide apart, revealing an object inside. The object looked similar to a watch, but it displayed a green hourglass symbol instead of a time. It had a dial with four green dots in a compass direction around the face of the watch, and a simple green button sat on one side of the dial.

"Is that a watch?" Mark asked as Lee got closer to get a better look.

"Looks like it. Not like any watch I've ever seen." Lee said as he slowly reached his hand in to grab it in order to examine it. Suddenly, as if it had a mind of it's own, the watch seemingly jumped out of the sphere, quickly wrapping itself around Lee's wrist. Lee screamed in fright, not expecting the sudden motion of a seemingly inanimate object, causing him to lose his footing and fall on his deriere. Mark was jolted out if his own fright as Lee fell, running to check his friends wellbeing.

"You alright, Lee?" Mark asked, wanting to make sure that Lee was okay. Lee continued to breath heavily, staring at the new object on his right wrist that had wrapped itself onto him.

"Yeah." Lee said finally, calming down. "I'm fine, just had a bit of a spook." He said, looking at Mark as the man in glasses helped him too his feet. Lee examined the watch, curious as to how to take it off, before his eyes widened as he realised that the watch didn't have a latch. "What kind of watch is this?"

"What's wrong?" Mark asked, adjusting his glasses from the impact of the sphere.

"There's no latch. I can't take it off." Lee revealed, pinching the bridge of his nose as he sighed in frustration. "How do I explain this to everyone?"

"Hey, they'll think I'm crazy too." Mark remarked with a grin, before he turned serious as he narrowed his eyes. "Let me look at it."

"Knock yourself out." Lee said, raising his arm towards the man. Mark took his wrist, examining the object from every possible angle he could without looking like an idiot or hurting Lee. It was then he spotted the button next to the dial.

"Hey, maybe this is how you take it off." Mark proposed as he pressed the button. Both men jumped as the face instead shot up, but it looked like a diamond shape rather than an hourglass. A silhouette appeared on the face, and both men looked at each other.

"I'm not sure this is actually a watch." Lee said. Mark shook his head.

"I don't think it is either." Mark said as Lee looked at the face. It showed what looked like a someone on fire, but the hands were over-sized and the feet only had two toes and both curved inward and around, making a circular spot in the foot.

"I wonder..." Lee trailed off as Mark watched him push the face down slowly, almost afraid of what would happen. The man suddenly found himself shutting his eyes tightly and covering shielding his face as a bright emerald light enveloped Lee in an instant. The light died down, but Mark quickly looked back in a panic when he spotted a fire creature with chunks of rocks on it's skin, similar to the silhouette on the watch, in Lee's place, screaming in pure terror.

"I'm on fire!" The creature screeched, running around like a chicken with it's head cut off. Mark looked confused. Why would a creature made of fire feel terrified about fire? The creature came to a stop as it looked at Mark, and while it had no visible eyeballs, Mark could still see the desperation in the flaming pits it had in place of eyes. "Mark! Help me!"

It was then Mark's eyes widened as he realized what, or rather who, he was talking too, especially after noticing the familiar hourglass symbol on the chest of the creature. "Lee?"

The fire creature, now identified as Lee, shook his head up and down frantically. He was still visibly terrified. Somehow, Lee's empty eye sockets widened as he reached towards Mark. "Mark, behind you!" Suddenly, a large fireball went soaring past Mark's head just as he turned around in time to spot the approaching walker, only for it's face to be melted into nothing by the heat as it dropped to the ground, now dead.

"Lee, what happened?" Mark asked, just as confused as he was. Lee shook his head.

"I don't know. I think the watch did it. And I don't know how to turn back." Lee said, the fear evident in his voice. "What am I going to do? The group won't take me!"

Mark shook his head quickly. "No. I can't speak for everyone, but I can say that they won't all turn you away." Mark smiled reassuringly. "Especially Clementine."

Lee looked down, still scared, but relieved that he at least had someone on his side. Before their conversation could continue any further, a loud shout caught the men's attention, and they both ran towards it, Mark picking up Lee's fallen axe as he ran. It wasn't a minute before they came into a clearing, where they spotted three people two of which were teens. One was an adult, who was the source as the screaming, as they spotted a bear trap clutch painfully onto the man's shin, going all the way down to the bone.

One of the teens spotted the two, and immediately panicked at Lee's appearance, drawing attention to the two. "What the fuck is that?!" He said, pointing at Lee.

"Calm down, I won't hurt you!" Lee tried to calm them, holding his hands up in the universal sign of surrender, but the boys were still too scared.

"Please don't hurt us!" The other teen said, backing away from the two, but remaining protectively in front of the man in the bear trap.

"Calm down you two. What happened?" Mark asked, hoping they wouldn't react as badly to a human face. The first teen spoke up.

"It's our teacher! He needs help!" He said, gesturing to the trapped man. The other teen turned in fury.

"Shut up, Ben! We can't trust them. Especially that!" He said, pointing to Lee, whose face fell at the words. Mark scowled at the kids, but the first teen spoke up.

"We need help, Travis!" The first teen, Ben, shouted at the newly named Travis, before looking at the two once more. "We can't get it off of him!"

"What the hell happen-JESUS CHRIST!" The familiar voice of Kenny shouted, as everyone turned to find the mustache man staring at Lee in shock. "WHAT IS THAT?!"

"Calm down Kenny! It's Lee!" Mark said as Kenny aimed his gun at Lee.

"That's impossible! Prove it!"

"Remember at Hershel's farm when I saved your boy from walkers on the tractor?!" Lee shouted desperately, his words causing Kenny's eyes to widen in even more shock.

"What the hell happened to you Lee?" Kenny asked in confusion.

"Not now!" Mark said as he crouched down to examine the trap. Kenny's eyes widened as he spotted the the two teens and the trapped teacher.

"What happened?!" Kenny exclaimed.

"Please don't hurt us!" Travis begged, still having not gotten the intentions of the three.

"Calm down kid, I won't hurt you! What happened?" Kenny asked once more. His question was left unanswered as Mark turned to Lee.

"Lee, the traps been altered! There's no release latch!" He said as he stood up.

"Shit, we gotta go!" Kenny shouted as he pointed ahead, where a group of walkers were approaching. Lee quickly dropped down to examine the trap, hoping to get the man out in time, before an idea popped into his head.

"I have an idea!" Lee said as he rested his hand on the trap. The trap quickly heated up to the point of weakness, and Lee quickly pulled it apart, before touching the man's leg, causing him to scream in agony as his hand cauterized the man's leg.

"Stop, your hurting him!" Travis said, attempting to pull Lee away from his teacher, before screaming in pain as his hands were burnt on Lee's back, blisters quickly forming on the poor boy's hand.

"Mark, grab him and let's go!" Lee said once he let go of the man's leg, the wound cauterized and the bleeding stopped. Mark quickly heaved the man over his shoulder, and with haste, the group made their way away from the walkers and towards the Motor Inn.

* * *

Every thing was silent at the Motor Inn camp, aside from Clementine kicking a ball at the protective fence. Lilly smiled as she watched the girl for a few moments, before her attention was drawn to something rustling in the woods. Her eyes narrowed as the bush rustled again, and she whistled. That meant for everybody to get in defensive positions, and the whole camp went quiet. Lilly looked through the scope for a moment, prepared to shoot, before Kenny burst through the treeline, followed by Mark, who was carrying someone she didn't recognize, and two new faces. Her eyes widened in pure shock as a creature made of fire and brimstone ran in behind them, but she had no time to speak as someone opened the gate, allowing everyone, including the fire creature, to run inside.

"Ken, are you alright?!" Katjaa screamed as everyone ran in.

"What is that thing?" Clementine asked, looking at the still flaming Lee in wonder.

"Can I touch it?!" Duck asked excitedly. Kenny looked at Duck.

"What? No, you can't touch him!" Kenny exclaimed, giving Lee a look. "At least not yet?"

"You let a monster in here?!" Larry shouted, furious at the sight of Lee behind the rest.

"What the hell is that thing?!" Lilly asked as she came rushing in, her rifle still aimed at Lee.

"Calm down Lilly!" Lee shouted in desperation, which served to only make Lilly more suspicious.

"How do you know my name?!" She asked, shaking the rifle in fury as Carley ran up, aiming her gun at Lee as well.

"What are you?!" Carley demanded. Lee almost felt his hope give up, when the hourglass icon on his chest started blinking red, which only drove the group even further into hysteria.

"What are you doing?!" Lilly asked as both she and Carley put their hands on the trigger, prepared to shoot. This caused Kenny and Mark to aim their own guns at the two, to the shock of everyone.

"Calm down, Lilly!" Mark said, glaring at the blonde.

"How dare aim a gun at my daughter!" Larry shouted in pure rage.

"Kenny, what are you doing?!" Katjaa exclaimed in pure shock.

"Not now, hun! Lee, what's happening?" Kenny asked the fire man.

"I don't know!" Lee shouted, staring down at his chest.

"LEE?!" Most of the group shouted in shock, before a blinding red light enveloped the fire creature, causing everyone to shield their eyes. Once the light died down, everyone was shocked to find Kenny's statement true, as the resident peacemaker and Clementine's guardian, Lee Everett, stood in the place of the flaming creature.

"Lee, what was that?" Carley asked as she and Kenny lowered their guns, the latter also staring at his friend in confusion. Lilly, however, refused to lower her gun.

"You have five seconds to explain before I blow your fucking head off!" She said, causing all guns to turn on her, to her shock.

"Put the gun down, Lilly! We can explain." Mark said, his gun, as well as Carley's and Kenny's now, aimed at her head.

"You ain't shooting our friend!" Kenny shouted, his anger matching Lilly's like always.

"Did you not see what the fuck he just did?!" Lilly exclaimed in shock.

"Lilly, put the fucking gun down!" Carley ordered.

"You bastards!" Larry said, angered that everyone had turned against his daughter. Seeing that she was outnumbered, she gritted her teeth, before lowering her gun, the others slowly following suit.

"Lee? How did you do that?" Clementine asked, her young mind filled with wonder rather than fear. Lee looked at his wrist, where the watch he and Mark had found earlier was once again on his wrist, but this time, the hourglass now glowed red instead of green.

"With this." Lee answered, showing the nine-year-old the device.

"What is it?" Duck asked, running up next to Clementine, stars in his eyes as he looked at the device.

"We found it in the woods." Mark explained, turning to the group. "It was in some kind of pod."

"Pod?" Kenny asked, looking at Mark in disbelief.

"We know how it sounds." Lee said, stepping forward. "We thought it was a shooting star or something, but it nearly landed on us."

"Do you really expect us to believe that?" Lilly asked, looking at them like they were stupid.

"We can show you where the damn thing is!" Mark said, jerking his thumb in the direction of the woods.

"You're lying through your teeth!" Larry accused. "There are no such things as pods from space!"

"We never said it was from space, you old asshole!" Lee said, glaring at the old man. "We said it was a pod, that's it! Besides, did you not just see what I was?!"

"And that watch was inside?" Carley asked. Lee nodded.

"Yeah. And I'm not sure how to get it off either."

"Not to be offensive or anything, but how is it hard to get a watch off?" Kenny asked, unsure of how they could be telling the truth.

"He's lying, that's how." Larry said, still unbelieving of the two men's words. Lee stomped over to the large elderly.

"Here, you try getting it off if you don't believe me." Lee said, raising his arm towards Larry. Larry looked at Lee for a moment, before turning to the watch. He started pulling on the watch, but was shocked to find that it refused to come off. Narrowing his eyes, he pulled even harder, but he eventually gave up.

"What did you do, use super glue?" Larry asked.

"Larry, where the fuck is he gonna find super glue?" Kenny asked.

Larry shook his head. Lilly then decided to address the newcomers. "So why are they here?" She asked, gesturing to the two teens and the teacher with a missing leg.

"They needed help." Lee said, looking at the three.

"And you brought them here?" Lilly asked, not at all happy by their decision.

"They would've been killed out there otherwise." Mark explained.

"We are not responsible for every struggling survivor out there!" Lilly yelled. "You only brought more mouths to feed!"

"Come on, they're human beings!" Mark protested, and Lilly glared at him.

"The only reason your here is because you had food, enough for all of us." She spat. "But that's almost gone now, we only have a week's worth of food left!"

"Come on." Clementine said, pulling Ben and Travis away from the argument.

"He's been more of a help than you have, Lilly." Kenny remarked. Lilly then turned her glare full force towards Kenny.

"Please, my daughter has more balls than all of you combined." Larry said, glaring at the Florida man.

"That's enough!" Lee said, not happy with Lilly's attitude. "We brought them here and they aren't going anywhere, end of discussion!"

Lilly grumbled as she walked away, the group dispersing to their own devices. Lee then turned to the teacher. "I never did catch your name by the way."

"It's Kieth." The one legged teacher answered. Lee smiled.

"Welcome to the Motor Inn, Kieth. Nice to have you here."

"Not everyone seems to think so." Kieth remarked, looking at Larry and Lilly.

"Lilly and Larry have sticks up their asses. No one else minds." Lee explained. "I'll leave you in the very capable hands of Katjaa." He said, looking at the former vet. The woman smiled.

"I'll do my best."

Lee then walked away, before looking down at the watch on his wrist, which was still glowing red. Lee touched the button Mark had pressed before, but the watch emitted the sound that it had when he turned back to human form. He brought his hand up to the dial, twisting it, before sighing as he realized that he wasn't going to be using it again anytime soon. He looked at it for a few moments.

"This thing could really help us in the long run against walkers." Lee remarked. "I just hope I'll be able to use it again."

Deciding to occupy his time for a bit, he walked over to Clementine, finding her drawing on the concrete in the ground with chalk. "Hey Sweat Pea."

Clementine looked up at him. "Hey Lee!" She said, pointing towards her drawing. "Look what I drew!"

"That's nice, Clem." Lee said, as he saw her drawing of a rainbow on the ground. He turned to look at the child. "Anything I can do for you?" He asked.

"I'm hungry." Clementine said, holding her stomach. Lee nodded.

"We all are." Lee remarked with a sad tone. "I'll see what I can do, Clem."

"Thanks, Lee." Clementine said with a smile, returning to her drawing. Lee turned to walk away, and that was when a sound from the watch drew his attention to it. Looking down at it, he saw that it had turned green again.

"It must have to recharge." Lee said to himself, examining the watch. His words drew Clementine's attention once more, and she looked at him.

"The watch?" She asked, looking up at the man. Lee nodded.

"Yeah." He confirmed. "When Mark and I found it, it was green. When I turned back to normal, it was red, and now it's green again." Lee explained to the child.

"Can I see?" Clementine asked. It wasn't that she didn't believe Lee, but she wanted to get a closer look at it. Lee smiled.

"Sure thing, Sweet Pea." He said, crouching down and holding his hand up to her.

"Hey Lee." Kenny's voice caught Lee's attention, and Lee looked up at the man while Clementine looked at the watch. "I know you just became human again, but do you mind if I see how that thing works?"

"I wanna see too!" Duck said, running up next to his dad. Lee chuckle at the boy's antics, before looking at Kenny.

"Sure thing, Kenny." He stood up, bringing the watch up to his view, and pressed the button that Mark had pressed before. The face of the watch shot up, and the same silhouette of the fire creature was on it. Lee was about to press it down, but then he remembered the dial. He twisted the dial, wasn't too shocked to find another silouhette, with a different shape. This one looked it could fly. Lee decided to keep twisting the dial, counting all the different shapes that popped up, until he was back on the fire creature. "Hmm."

"What is it?" Kenny asked, curious as to Lee's reaction.

"I think there are ten different forms here." Lee said, looking up at the man. Kenny's eyes widened.

"Really?" He asked in surprise. Lee nodded. Kenny whistled. "That things gotta be useful."

"I'd imagine." Lee said.

"Can I pick a form?" Clementine asked. Lee smiled as he crouched down once more.

"Go ahead. Twist the dial until you find one you like, and then push it down." Lee explained, and Clementine nodded. She twisted the dial, examining each and every alien, until she stopped on one. The form looked large, and it had two toes and each foot. It's main features, however, were the extra pair of arms it had under it's normal pair. Clementine pushed the face down, and everyone covered their eyes as an emerald light flashed. Once it stopped, everyone in the camp turned to look in Lee's direction. No longer a human, Lee now stood as a large ten foot tall red being, with massive muscles. The creature was dressed in a white shirt with a black stripe running down the middle, and a black pair of pants. A pair of fingerless gloves were on all four hands, and he had two sets of eyes. The watch's symbol was on his left shoulder.

"Woah. That's so cool!" Duck said, laughing.

"Everything alright, man?" Kenny asked, concerned for his friend. Lee nodded.

"I feel great." Lee said. His voice was much deeper. "I wonder what this form can do?"

"Maybe he's strong?" Clementine proposed. Kenny whistled.

"Looks like it. There's a car right outside the gate. It may sound a bit far-fetched, but you oughta see if you can pick it up." Kenny proposed. Lee nodded and walked towards the gate.

"Is that Lee?" Lilly asked. Kenny nodded. "What's he doing?"

"He's testing out this form." Kenny explained as Carley and Katjaa walked up next to him.

"Did that watch do this to him?" Carley asked. Kenny nodded.

"I hope it doesn't hurt him." Katjaa remarked as she watched Lee effortlessly hop out over the gate.

It didn't take him long to spot the car, and Lee approached it. He picked it up with his upper set of arms, effortlessly holding it over his head, as if it were a piece of paper. Deciding to test something, he let go of the car with one hand, and he balanced it easily on the other. Lee smiled, before jumping in shock as he heard the telltale groan of a walker. He turned just in time for the walker's teeth to clamp down on his lower left arm. He set the car down, and grabbed went to grab the walker. He didn't control his strength, however, and he effortlessly crushed the walker's head. Lee watched as the body fell to the ground, and looked at his arm. Lee's eyes widened slightly when he saw that the walker's teeth never even penetrated his red skin.

"This watch'll definitely help us."


	2. Chapter 2

**Notes for the Chapter:**

> A/N: So, in the short time it's been posted, this story got a few views. Not as many as What I've Done did, which I don't think any of my stories will live up to that one, but this one did decent enough, considering this is literally the first Ben 10 crossover with the Walking Dead video game. Not the show, which has two, just the game. This means it's the first to have Lee, rather than Rick. Anyway, I'm going to move onto Chapter 2, and put a little bit more effort into this since I just finished the Volume 1 chunk of the Friday the 13th/RWBY crossover. I'm going to finish Episode 2, Starved for Help, and make a few chapters of Lee and the group adjusting to the Omnitrix. After that, I will do the Vilgax arc.
> 
> Now, on with the story.

Lee sighed as he fiddled with the strange device on his wrist once more. He had just timed out of the four armed form, so brilliantly named 'Four-Arms' by Duck. Clementine had named his first form 'Heatblast' on account of it's ability to control fire and lava. He had used Four-Arms to clear out some nearby walkers and was able to reinforce most of the barricade with unused cars. He was trying to figure out how to bypass the recharge, so that way he could use it immediately if it times out in a bad situation. So far though, he wasn't having any luck.

"Any luck with that thing?" The voice of Carley captured his attention, and he looked up to the woman.

"I wish. It looks like it has some sort of recharge mode to it, and I can't use it till it's fully charged." Lee explained to the woman. Carly narrowed her eyes in confusion as she took a seat next to Lee.

"How to you know when it's recharged?" Carley asked. Lee showed Carley the still-red hourglass face.

"Whenever it's red like this, it's recharging. Whenever it turns green. I can use it."

"Well that sucks. But at least we know of two useful forms." Carley remarked.

"Yeah, but it's gonna be bad if it times out at a bad time." Lee said. "I still need to know how to get myself out of trouble in my human form." He reafirmed. Carly nodded.

"Good idea." Carly agreed. Both of their attention was grabbed when Lilly called out.

"Hey Lee!" Lilly didn't look happy, if the glare on her face was anything to go by. She stomped up to Lee, who stood up upon hearing his name. He could see that she had something in her hand.

"You know what? If you think I'm doing such a shitty job, then you give it a try!" She said, slamming some food into Lee's surprised arms. "That's all of today's rations. You get to decide who gets food today!"

Lee balked at her words. Carly was too stunned to say anything.

"Lilly-"

"No! You get to be the fucking Nazi for once!" And with that, the blonde marched off. Lee looked around, and noticed everyone was looking at him. When they went back to work, Lee sighed and looked down at the food.

"That fucking bitch. You pretty much do everything for this group already." Carly remarked with disdain. "If she doesn't want to be seen as the bad guy, maybe she should stop acting like one."

"Clementine and Duck are already two pieces. That leaves two people." Lee looked absolutely lost. This was something this watch couldn't help him with, picking who eats and who doesn't.

"Y'know what, my aim gets better as I get hungrier. I don't need any food right now." It may have sounded like a guilt trip, but Lee had 3 months to get to know Carly, he knew she was being serious.

"I don't-"

"Please Lee. Make sure someone who really needs food gets some." Carly said, before walking off. Lee sighed before standing up, and walking over to Clementine, who was drawing on the concrete with Duck.

"Hey Clem." He said, catching her attention as he crouched down and pulled out the food. "Take your pick."

At seeing the apple, Clementine's face noticeably brightened. "An apple!" She said in excitement as she swiped the apple from Lee. "I love apples! Are there more?"

Lee wished he could've said yes, but he couldn't. "No. Sorry."

Clementine's face fell. "Oh... uh..."

Lee smiled. "Eat it. You deserve it." Lee stood up as Clementine began munching on the apple, and walked over to Duck, who stood up with the usual excitement on his face.

"Hey Lee! Are you using the watch again?" Duck asked. His excitement never failed. Lee chuckled and shook his head.

"No, not yet." When Duck look disappointed, Lee pulled out the food. "Got something else instead." He pulled out the food that was left. "Pick something."

"Aw yes! Food!" Duck said in excitement as he took the jerky. "Thanks Lee!" Lee stood up and looked at the food that was left. Not much. He decided to talk to Kenny before he decided who else got any food. He approached Kenny, who was sitting on the couch beside the RV.

"Words getting out that you want to leave the motor inn." Lee remarked as he stopped in front of the Florida man.

"That ain't no secret, Lee. Leaving's probably our best bet." Kenny stated. He stood up and looked at Lee. "Look, you've been good to me and my family. You saved Duck from those monsters, and ya stood up to Larry at the drugstore. I won't forget that. You and Clem are welcome to come with us." He took a glance at Lee's newest accessory. "Weird space watch or not."

Lee couldn't help but smile. Kenny had his moments, some of them admittedly racist, but everybody had at least one of those moments, whether they admitted it or not. And the southern man had always been there for Lee in the three months that they've known each other. And his and Katjaa's help with Clementine was a god given miracle. "Thanks Kenny. We may join you." With that, he pulled out one of the cheese and cracker packs Lilly had given him. "Here, Lilly's having me pass out rations today. I've already fed the kids, and I figured you could use something too."

Kenny smiled at Lee. "Thanks man. Glad to know your still looking out for the kids."

"It takes a real man to do it." was Lee's response.

Kenny laughed at that. "That it does."

Lee looked down at the watch. "You know, maybe we'll be able to find some more food with this thing. It'll definitely make clearing through the walkers a breeze."

Kenny nodded, before looking at the watch. "You care if I take a look at that watch real quick? I wanna see if I can figure out how to get off." Lee raised an eyebrow.

"Any particular reason why?"

"If that thing is the god given miracle it's seems to be, it might be better if we didn't have to rely on a single person to use it." Kenny reasoned. "Takes the pressure off, you know?" Lee nodded. It made sense. If one person was relied on by a group of people, that would put immense pressure on them, and could lead to them making mistakes. Although, there was another problem...

"Yeah, that's true. But we'd also have to limit the people who get to use it." Lee stated.

Kenny nodded. "Got anybody in mind?" Lee looked around before leaning in. Kenny caught his drift, and leaned in too. They didn't need Larry or Lilly hearing this.

"Lilly and Larry. Lilly would try and use a form on here to help her dad, and knowing Larry, his first use of the thing would be killing me or throwing me out." Lee knew this for a fact, considering Larry left Lee to die at the pharmacy in Macon, and threatened him when they got to the motor inn. As for Lilly, anybody with a brain could see her father came first, anyone else second, no matter what.

"I can't argue with that." Kenny agreed, and both stood up. Lee held his wrist out to Kenny.

"Here, give it a try." Lee said. Kenny studied the watch closely. He may have been a commercial fisherman, but he was a mechanic at heart. Lee knew for sure that if anyone could get this watch off, it would be him.

Kenny grabbed Lee's wrist and began to slowly twist it, so that the underside of the watch was facing him. But there was no strap or anything. It was like that watch had been slipped on. The only real button on the thing was the activation button. "Well hell." Kenny remarked when he was finished, letting Lee's wrist slump back to his side.

"So what did you find?" Lee asked, hoping that Kenny found something.

"It looks like the thing just slipped on. Like an oversized bracelet. It ain't coming off anytime soon." Kenny said, to Lee's dismay. "Sorry man."

"That's fine. On the bright side, the longer I use it, the more experience I get." Lee remarked, looking at what now seemed to be a permanent accessory. Kenny nodded.

"True."

"Well, let's hope things keep turning out better." Lee said as he turned away. Kenny smiled.

"Now there's a statement I can get behind." He said as sat back down while Lee walked away. Lee decided to talk to the teen from earlier, Ben, if he recalled correctly. He would talk to the other one, but he seemed like he had a bit of a stick up his ass. Ben noticed him coming.

"Hey, is my friend gonna be alright?" Ben asked, worry clearly seeping through.

Lee shook his head. "I don't know, but Katjaa will try her best, I promise." Lee assured. "So, who are you people? My group's gonna want to know."

"I'm Ben. Ben Paul." He introduced himself, looking over at the guy in the truck. "That man you saved is Mr. Parker. The band director for my school. We all came down from stone mountain for the playoffs when everything happened." He then looked at his friend. "And that's Travis. He played in the band with me." Lee nodded.

"Alright. Lilly says you guys have to go, but we'll see what we can do. If you can earn your keep, you may be able to stay with us." Lee informed him. Ben nodded.

"Thanks."

Lee the turned. He had narrowed it down to either Mark or Katjaa. Katjaa was the closest thing they had to a medic right now. And they needed to keep her going. But Mark was the only person who went on runs with he and Kenny. One less person means less supplies they can take, which means less food they can take. Granted, that's assuming they find food, but something has to be out there. Right?

Lee figured he'd talk to Clementine while he decided between the two. See how she was getting along. As he approached her, she stood up. Lee immediately noticed something different.

"How are you doing, Clementine?" Lee asked. Clementine turned to look at him.

"Okay." She responded.

"Where's your hat?" Clementine had not parted with the hat for a while, and he was curious as to why she didn't have it now.

"I don't know. Can you help me find it?" Clementine asked. Lee smiled.

"Sure. When did you lose it?"

Clementine thought for a moment. "I had it a couple days ago."

Lee nodded. "Alright. I promise if I find it, I'll let you know."

"Thanks Lee."

"So, is everything alright?" Lee asked her.

Clementine glanced over to the man. "Is that man gonna be okay?" She asked. Lee nodded.

"He should be. I stopped the bleeding before we got here." Lee told her with a smile. Clementine looked confused.

"But weren't you Heatblast?" She asked. Lee nodded. "How did you stop the bleeding without hurting him?"

"Intense heat burns a wound, causing it to seal up. All I did was lay my hand on his leg for a few seconds, and that was that." Lee explained. Clementine's eyes widened.

"Oh, I get it now."

"I'll talk to you in a bit, Clem." Lee said. He had decided to give the food to Mark. If Mark was fit to go on runs with him and Kenny, they could keep providing food for the rest of the camp. Mark noticed him coming.

"Hey, how are you holding up Lee?" Mark asked as he stopped working on the fence.

"As well as I can, with the new watch and all." Lee responded. Mark laughed.

"Yeah."

"Here, eat something." Lee said as he pulled out the last thing of cheese and crackers.

"Thanks Lee."

Lee looked at the fence. Walkers would have a tough time getting through his barricade, but people? Not so much.

"You guys need any help?" Lee asked the two.

"Nope." Larry said rudely. Lee ignored him, as the question was mostly directed at Mark.

"Actually, we could use your axe. You mind if we take it?" Mark asked, looking at said object, which Mark had retrieved for Lee before they took off after Ben's group.

"Yeah, give us that thing for a bit." Larry said, turning to look at Lee.

"Here you go Mark. This should help." Lee said, handing the axe to Mark. No way was he giving it to Larry."

"Thanks." Mark said. Larry looked annoyed.

"Hey, I'm the one doing all the work over here. You didn't think to give me the axe?" Larry raged, glaring at Lee.

"Come on, Larry. Give it a rest!" Mark said, looking over at the older man. "I'm sure Lee is getting pretty sick of you thinking he's a danger to the group."

Larry scoffed, before looking at Lee. "Is that what you told him?"

Lee glared at Larry. "Yeah, that's right." Lee was not afraid of this man, no matter how easily he can knock him out.

"And what are you gonna do about?" Larry asked, forgetting about Lee's newly obtained weapon. Mark sighed in annoyance.

"Look, I don't care what it is. You two have to start trying to get along!" Mark said in annoyance.

"The only thing I 'have' to do is protect my daughter!" Larry snapped, glaring at Mark now. "And right now, that means getting this damn wall fixed, so I would appreciate it if you two would shut up and let me get back to work!"

Lee and Mark looked at each other, and Lee shook his head, urging Mark to let it go. With a sigh, Mark began using the axe as a makeshift hammer while Lee turned and walked to the RV Lilly was sitting on top of.

"It's done." He told her, looking up at her. Lilly scoffed.

"Not such an easy job, is it?" She asked. Lee looked over to Carly, who smiled at him.

"It's okay. I know your looking out for me." She assured him. Lee looked back up to Lilly.

"I don't envy you. I don't know how you have the strength to do this every day." He remarked. Lilly looked resigned.

"I don't have a choice."

Kenny stood up and walked over to Lee. "Hey, thanks for looking out for me and my family." He said as he stopped in front of Lee. "I'm serious about the offer to come with us. You've more than earned a ride on the RV with me."

"Thanks Kenny." Lee said, grateful for the offer. Kenny smiled, before sighing.

"Still, I guess some people aren't gonna be happy with your choices." Kenny remarked when he spotted Larry stomping up to them.

"You're out?! What happened to MY food?!" Larry raged, giving Lee a look of such hate that he'd be dead five times over if looks could kill.

"There's none left." Lee told him bluntly. Larry was livid.

"You keep treating people like this and your days in this group are numbered!" Larry threatened, although he was the only one who thought it held any weight.

"Yeah, that's be smart." Kenny remarked. "Get rid of what's possibly our best guy now. Besides, your one to talk old man."

Larry couldn't respond much to that. "Yeah, well, I don't see you working on that fence." And with that, he stomped off.

"Ken, Lee! Come here please." Katjaa called to the two. They both walked over to her, the man already beginning to look better.

"Yeah, Kat?" Kenny asked as the two stopped.

"Whatever Lee did, the man's gonna be fine. He'll need to go easy on his leg, and it'll scar, but he'll heal." Katjaa told them. Despite the fact that the man was a stranger, they both felt immense relief flood them at the news.

"Oh thank Jesus." Kenny said as he let out an immense sigh.

"After everything that's happened, it feels good to hear some good news." Lee remarked. All three looked at the man when they heard him begin to stir. The man grunted as he readjusted himself, sitting up on his elbow and rubbing his head.

"What the hell happened?" The man asked himself, although Kenny took it upon himself to answer.

"We brought you back here to get you patched up after my friend got you out of that bear trap." Kenny informed the man, who perked up upon hearing voices.

"Y-You know that fire creature?" The man asked in surprise. Kenny nodded.

"Yeah, I do. That fire creature was a form my friend here took." Kenny explained, gesturing to Lee. The man's eyes widened, and he looked at Lee.

"You were that creature?" He asked in disbelief.

"It sounds impossible, I know." Lee remarked with a smile. The man smiled himself as he fully sat up.

"So did the walking dead at one point, and look at the world now. Shapeshifting doesn't seem to impossible anymore." The man remarked. Both Kenny and Lee found that they enjoyed the man's company already. The man reached his arm out towards the two. "I'm David."

"Lee." Lee introduced himself as he shook the man's hand.

"And I'm Kenny." Kenny did so as well, shaking the David's hand.

David looked around, before looking at Katjaa. "I take it you would be my doctor?" He asked the woman, who chuckled.

"I bandaged you up, yes, but Lee here did any real doctoring before I had the chance." Katjaa informed the man. David looked between the two, before chuckling.

"Well, either way, I'm just glad I didn't wake up a walker." David remarked. Kenny narrowed his eyes at the remark.

"You weren't bit, were you?" Kenny asked. David looked at him oddly.

"No. Although it wouldn't matter if I had died." David clarified, although that didn't really clear up the confusion. Lee looked at the man in confusion.

"What are you saying?" He asked. David looked surprised.

"You guys really don't know?" He asked, confusion now on his own face as well.

"Know what?" Kenny asked.

"If you die, you become a walker. There ain't no special circumstances. The only way to put a person down for good anymore is to destroy the brain. Otherwise, they come back." David explained. All three felt themselves go pale at this revelation. That explained why it spread so fast.

"We're all infected?" Lee asked in disbelief. "All of us."

David nodded solemnly. "I assume so. I assume Ben told you a bit about us?" David asked. When Lee nodded, he continued. "Well, when this all started, I had a whole class. We barricaded ourselves in the gym, thinking we were safe. But one of my students overdosed on pills, and when someone went to check on the girls the next morning, they all came out walkers." David explained, looking down with a haunted look on his face. "It's horrible." Before anyone had a chance to comment, the quiet atmosphere was broken, by Lilly's voice.

"Get the fuck out of here!" She exclaimed, looking over the fence. Lee turned and spotted two men on the other side of the fence, both with their hands raised.

"Whoa lady, my brother and I... we just wanna know if you can help us out!" The taller man said. Lilly stopped for a moment, and then sighed, looking at Carly, who also had her eyes on the man.

"Carly, keep your gun trained on them, just in case." She said as she climbed down off the RV.

Lee looked at the men.

"We don't want any trouble!"

"Of course, neither do we!" The man agreed. "I'm Andy St. John. This here is my brother Dan. We're just out looking for gasoline." The man, Andy, explained. "Looks like you folks got the motel locked down, which is fine, but if you can spare any gas, we'd be much obliged."

"Why do you need gas?" Carly asked, looking at the men with suspicion.

This time, Danny spoke up. "Our place is protected by an electric fence. Generators provide the electricity." He explained.

Andy smiled. "Our generators run on gas. Look, we run a dairy farm a few miles up the road. If ya'll would be willing to lower your guns, we would be willing to talk about some kind of trade." He proposed. Danny looked at the group.

"How are you on food? We got plenty at the dairy." He told them. Upon hearing food, most of the group perked up. Lilly looked at Lee.

"Lee, why don't you and Mark check the place out? See if it's legit?" She asked them.

Carly looked at Lee. "I'm going too. I got your back if anything seems fishy."

Andy looked at them. "So uh, what are ya'll thinking?"

Lee nodded. "You got a deal." He said. "We'll bring SOME gas to to your dairy, and in exchange, you give us some food to bring back. We'll see how it goes from there."

Andy nodded. "Sounds fair. A couple gallons should power one of our generators for a while." He said in agreement. As Lee was about to walk out of the fence, Kenny walked up to him.

"Hey, Lee. You might wanna keep that watch hidden for a bit. God forbid if we let the wrong person know about it." The Florida man advised. Lee nodded.

"Gotcha. I'll keep my sleeve over it." Lee said. "We'll see how things go from there."

**Author's Note:**

> A/N: And that wraps up the first chapter. I really hope you all enjoyed this chapter, and it was fun to write. The next chapter, we'll be introduced to the St. Johns. As always, don't forget to review, and I'll see you in the next chapter.


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